UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 8, 2026, the Board of Directors (the “Board”) of Twenty One Capital, Inc. (the “Company”) appointed David J. Goldschmidt to the Board, effective September 8, 2026. His term will expire at the 2027 annual general meeting of the shareholders of the Company at which members of the Board are elected or until his earlier death, resignation, disqualification, or removal. In addition, the Board appointed Mr. Goldschmidt to the Audit Committee of the Board, effective September 8, 2026.
In connection with his appointment, Mr. Goldschmidt entered into an independent director agreement (the “Independent Director Agreement”), a copy of which is filed herewith as Exhibit 10.1, and the Company’s standard form of indemnification agreement, which was filed as Exhibit 10.10 to the Company’s Current Report on Form 8-K on December 12, 2025, and described in the Company’s Annual Report on Form 10-K filed on March 31, 2026.
Under the Independent Director Agreement, Mr. Goldschmidt will receive an annual cash retainer of $150,000 and an annual award of Class A Stock of the Company of $150,000 per annum. The Company will also reimburse Mr. Goldschmidt for all reasonable travel and other out-of-pocket expenses incurred in connection with rendering services for the Company. The foregoing description of the Independent Director Agreement is a summary and qualified in its entirety by reference to the full text of such exhibit.
In addition, in connection with his appointment to the Audit Committee of the Board, in accordance with the Company’s compensation policy for members of the Board committees, as described in the Company’s Current Report on Form 8-K filed on July 21, 2026, Mr. Goldschmidt will receive $20,000 per annum for serving as a member of the Audit Committee, commencing on the date he begins service on the Audit Committee, with the amount being paid in cash in equal monthly installments and prorated for any partial year of service on the Audit Committee.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1(1)† | Independent Director Agreement between the Company and David J. Goldschmidt, dated September 8, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| (1) | Certain schedules, exhibits and similar attachments have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of all omitted information to the SEC upon its request. |
| † | Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 9, 2026 | ||
| Twenty One Capital, Inc. | ||
| By: | /s/ James Nguyen | |
| Name: | James Nguyen | |
| Title: | General Counsel and Chief Compliance Officer | |
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